


Quiet

by Asphyxia



Category: She-Ra and the Princesses of Power (2018)
Genre: Bottom Adora (She-Ra), F/F, First Time, Fluff, Masturbation, Mutual Pining, Oral Sex, Top Catra (She-Ra), a little angst but it's sweet at the end, adora is stupid, awkward lesbians, but it works out I promise, getting caught, god they are so gay, past fic (they are in the fright zone), this is embarrassing for everyone
Language: English
Status: Completed
Published: 2021-01-19
Updated: 2021-01-19
Packaged: 2021-03-17 16:42:34
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,004
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/28852248
Author URL: https://archiveofourown.org/users/Asphyxia/pseuds/Asphyxia
Summary: “Catra…” she breathed, so quiet that even her own ears barely picked it up, pulling one leg—not the one Catra was leaned up against—to the side just a fraction of an inch to give herself better access. Normally, when she did this, it wasn’t very difficult to keep herself together, but somehow she’d never really…thought to imagine Catra’s hand caressing her like this, and she definitely hadn’t expected it to make it so much more intense.Or: pre-series, Adora tries to "relax" while fantasizing about Catra during a sleepless night, and Catra catches her by accident. As penance for interrupting, she decides to get her off. And then Adora decides to get Catra off. And then the feelings come out.
Relationships: Adora/Catra (She-Ra)
Comments: 9
Kudos: 130





	Quiet

**Author's Note:**

> I wanted to write something for Adora's birthday since I hadn't written anything for this fandom yet and look, it isn't even a birthday fic? Nope, it's gratuitous, very self-indulgent smut. I have so many cute ideas and I write smut as my first fic. Nice.  
> ANYWAY this is set a very short time before Adora finds the sword, so cutting it close as far as being pre-series. I tried my best to make sure this is as canon-compliant as it can get with it still having these two fucking while they're in the Horde.

Adora was a good solidier. 

Adora was focused, she was determined, and she was driven to the point of breaking her body almost completely on a regular basis for the sake of proving her worth, both to herself and to the Horde. There was nothing she wouldn’t try, no challenge that was given to her that she wouldn’t face with a singlemindedness that almost bordered on insanity, even when it broke her, even when it left the kind of burning and aching crush of exhaustion and overexertion that rested over her entire body like a coating of paint as she lay uncomfortably on her cot. Even on the easiest night, the cot offered little more comfort than the floor did even with a blanket and pillow, but nights like this were the worst. 

Adora was a good solider, but she was not a good sleeper. 

Every muscle in her body was tense to a breaking point, taught like the metal cables holding up one of the cargo port doors in the Fright Zone. She could physically feel the tension in every zone of her body, and with the ache in her muscles from overdoing it so hard today, it made for a full-body discomfort that nothing would take away. Not her brief shower earlier where Catra had made fun of her for going too far and hurting herself—in a gesture that she hoped was concern and not genuine malice—not a long series of careful and meticulous stretches before bed. And so with the aforementioned smug cat girl curled at her feet, sleeping soundly for the better part of three hours now, Adora lay flat on her back frowning at the ceiling. She didn’t understand how Catra could always fall asleep so easily. More often than not, unless she was willingly putting effort into staying awake so they could whisper until the sun was dangerously close to coming up, Catra would be snoozing against her foot before Adora even had the chance to start quieting her thoughts down to a dull enough roar that she could comfortably close her eyes. 

Life in the Fright Zone was a life of always being ready to fight, and Adora took to this well. So well, in fact, that her body didn’t slow down even when she slept, and it took a very real, herculean effort to calm down and shut herself off enough to even _get_ to sleep. She needed to be the best she could, she needed to be good enough to live up to the expectations that were put on her. Shadow Weaver had told her countless times she was going to be a Force Captain if she kept training as hard as she was, and it was enough to drive her over the edge time and time again. She had to be good enough, had to try hard, had to push past the crush of the overwhelming pressure hard enough that she’d emerge on the other side and make everyone around her proud. All of this singlemindedness served her well as a cadet, but it did complicate things when it came to stopping and slowing down. She didn’t have an off switch, so to speak. Couldn’t separate her waking mind from her resting one. 

As a result, there were nights like this. 

Frustrated, Adora groaned, and in response Catra grumbled at her feet. Despite being good at falling asleep, Catra was on a hair trigger too just like Adora herself was, and the slightest noise or disturbance was enough to shake her awake, at least partially. This time, she didn’t sit up and swear at Adora like she might on another night, instead just twisting around a little by her feet, her warm body grazing Adora’s calf as she readjusted herself and drifted off again. Adora found herself envious.

With a soft sigh, careful not to jostle the other girl from that coveted sleep once more, Adora ran a hand down her face and stared hard up into the darkness where the walls of the barracks disappeared and faded into the inky expanse above, far too high to see in the dark. Even for Adora, this night was getting out of hand. It was all well and good to deprive herself of sleep when she was having sleepovers with Catra—despite Lonnie’s teasing that they were too old for that now—because that was fun and that was _together_. But sleepless nights like _this_ were a torture she couldn’t endure. 

With a cautious cursory glance down at Catra to make sure she was still well and truly asleep, Adora gritted her teeth and slid her hand under the blanket. With Catra so close, it made her nervous to inch her hand down her own stomach and to the waistband of her nondescript gray sleep shorts. Adora didn’t touch herself often, finding it difficult to relax enough to find any kind of release anyway and also being so busy and so unlikely to be alone that it was hard to find an opportunity. But on nights like this, there wasn’t much else to do, and she hoped fruitlessly that it might help her find sleep somehow. 

It only took a moment for Adora to realize what a stupid idea it was. Not only was she tense in her normal, day to day Adora way, she was also tense in the knowledge that Catra was just at her feet and that it would be so easy to wake her that this was like dancing in a minefield. It would probably be less risky to walk straight up to a princess and attack with no weapons. Her hand was trembling as she slid it inside her underwear and slid a single fingertip between her labia gingerly, determined to stay so still and so quiet that Catra would never have any idea. Catra…

Inexplicably, Adora found herself thinking about her. It wasn’t the first time she’d touched herself and thought of Catra but it was the first time she’d been so close when she did it, and a strange little electric thrill ran down the back of her neck when she realized she should probably feel a little bit guilty, but she didn’t. 

Adora didn’t know much about sex; the Horde wasn’t exactly intent on educating its members on the details of any kind of human intimacy, really only giving the barest minimum of education on anything unrelated to training, but Adora had heard enough rumors from her fellow cadets that she could fit in the pieces. Essentially it was like what she was doing now, but with another person. Idly, she found herself wondering what it would be like to have Catra touch her like this. Catra was really the only person she thought about in this sort of capacity, the only face that flooded into her thoughts when she was engaging in this particular off duty activity. She imagined it was Catra’s hand that was clumsily prodding around between her legs, trying with a little difficulty to find some sort of satisfying sensation when her legs were still pressed together too tightly to make navigating herself easy. It made her heart skip a beat or two, maybe three. Maybe she was dying. 

“Catra…” she breathed, so quiet that even her own ears barely picked it up, pulling one leg—not the one Catra was leaned up against—to the side just a fraction of an inch to give herself better access. Normally, when she did this, it wasn’t very difficult to keep herself together, but somehow she’d never really… _thought_ to imagine Catra’s hand caressing her like this, and she definitely hadn’t expected it to make it so much more intense. 

Now that her legs were spread a little and she was able to press her fingertip to the center of her pleasure, it was actually difficult to keep up the discipline she was normally able to show; her hips quivered a little as she squeezed her eyes shut as tightly as she could, her mouth clamped in a tight line to assure nothing could escape. While before she had started imagining Catra touching her she had been so cautious and uncomfortable, now the finger she imagined to be Catra’s was touching her almost savagely, alternating between rubbing in harsh little circles and then up and down with the same ferocity that Catra did everything in her day to day life. It was so easy to visualize the way she wanted Catra to be looking at her right now, her eyes narrow and clouded, maybe even breathing as hard as Adora was right now. It was too much to bear, and she muttered Catra’s name softly with her mouth closed, just a tiny garbled sound. Adora knew Catra’s fingers were more delicate and pretty than hers, that she had those claws she’d have to reckon with if it was really her who was doing this, but none of that mattered and the illusion became so _real_ that Adora actually forgot for just a moment that she was trying to hide what she was doing from Catra, forgot she was in the Fright Zone or honestly…anywhere else. She forgot the world around her to the point that her vision nearly clouded to black because she was getting so close, so much closer to coming that she’d been able to get more than a handful of times…

But before she was able to get close enough to topple over the edge, her legs gave an involuntary jerk at the same exact time a tiny groan edged its way up her throat, and Adora froze. Her stillness only lasted for about a millisecond before she found herself pinned to the matress. Her stomach felt like it flooded with ice cold water and her eyes and mouth shot open.

“Okay A-dor-a, what is _with_ you tonight? How many times do you seriously have to wake me up? Am I gonna have to kill you to get some decent sleep?” Catra growled, on top of her as her body pressed flush against Adora’s. Despite her words, she didn’t actually sound angry, just vaguely bemused. “Seriously, what are you do—” It was then that Catra’s eyes trailed down between them, the placement of Adora’s hand clearly very, very obvious.

Catra drew back, sitting up on her haunches with a shit eating grin on her face. The way she was looking at Adora made her want to curl up and die. She looked away, but could still feel Catra’s eyes burning into her, her hand flying out of her underwear and to her side. 

“Were you _jacking off_?” Catra asked in a hoarse whisper, the extra crude choice of words just burning that much more as they stabbed into Adora’s gut. She sat up, her cheeks burning, her heart still hammering her chest and her body hot and trembling from how close to an orgasm she’d gotten. Unfortunately not close enough for the heat to die down before she was able to reach her peak; instead she was still molten all over, horrified at the way she was still shaking with need even in this humiliating situation. “With me _right_ there? God, Adora. What a pervert.” She cackled quietly, that hoarse high giggle of hers that normally made Adora’s heart soar, but in this situation it just made her cheeks burn more. 

“Shut up!” Adora whisper-yelled, pressing a hand to her sweaty forehead, shaking her head over and over as she groaned. “I couldn’t sleep,” she offered, as though the explanation would somehow make it better. There was part of her that had to swallow the impulse to apologize, but she forgot about that fairly quickly when she realized Catra was staring at her, her pupils visibly wide even in the dim green glow of the barracks. Adora licked her lips impulsively, staring back at her best friend as she looked her up and down in a way that was unfamiliar and made Adora feel strangely naked, even in her pajamas. 

“Did you come?” Catra asked after a moment of silence, and that question rocked her hard enough to draw a squeak from deep in her throat, which made Catra’s lips twist upward farther in that strangely predatory smile she was giving her. 

“No, _obviously_ not,” Adora informed her, her cheeks flaming so much she was sure she didn’t have any blood left anywhere else. Though the uncomfortable ache between her legs reminded her this wasn’t true. “You caught me, remember?”

Catra nodded, inching a little closer to her across the hard surface of the bed, and her expression was strange…she was smiling, but her eyes unreadable, dark, something stormy in them that Adora couldn’t quite name. “Do you want to?” Catra asked when she was barely six inches from Adora’s face, and she could feel her eyes widen at that question.

“What do you…Catra…” she was afraid to assume too much, or to read too much into the question, but when Catra moved forward and pressed her lips to the curve of Adora’s neck, she gasped softly and leaned into her lips, one hand coming up to clamp onto Catra’s waist. In an instant she was so far gone she couldn’t think as Catra dragged her tongue and fangs down the skin of her neck and to her collarbone, nipping lightly at her as she dipped Adora back onto her pillow, one of her hands pushing shakily but boldly under the fabric of Adora’s plain tank top, shoving the elastic band of her sports bra up over her breast.

“Why are you wearing this?” Catra asked gleefully, mirth in her tone as she gazed directly down into Adora’s eyes. “You’re _sleeping_.”

“I dunno,” Adora answered truthfully, unable to catch her breath. “Wanna be ready? To uh…fight. If I need to.”

“Fight? In your sleep? You are _way_ too keyed up, Adora. No wonder you can’t sleep. How do you _ever_ sleep?”

“I uh…”

“Shhh. Shut up. Just lay back and let me take care of you, okay?” there was something tender in Catra’s voice, something Adora didn’t really recognize but was sure she’d directed at her before, and she swallowed a lump in her throat and nodded wordlessly as Catra cupped one hand over her breast and started kneading it gently, her eyes still locked brazenly on hers. Adora whimpered quietly in her throat and Catra’s smile widened, her fingers moving to toy with her nipple instead. Adora had to physically bite her lip to stay quiet now and even then a small moan escaped, and Catra snickered. “Geez, already? It’s just your boob, Adora.”

“Shut up!” Adora growled, and Catra giggled again. But then it was like a switch flipped, and her playfulness was gone. Her eyes were dark again. 

“I’ve gotta make sure to get you off, since it’s my fault you didn’t finish before, right?”

“Catra…”

“Shhh. It’s okay.” Where there had been teasing playfulness before, there was a fire burning in Catra’s eyes, and she removed her hand from Adora’s chest and replaced it with her mouth, much to Adora’s shock. With her tongue caressing Adora’s nipple now instead of her fingers, it was much more difficult to function, and Adora clenched her hands into fists, unsure of what else to do with them.

“How do you know how to do all this?” Adora asked, feeling like there were sparks emanating from the tip of Catra’s tongue as it swirled in delicate little circles on her nipples like it was the most natural thing in the world.

“Book,” Catra answered simply. “Some dumb love story. Stole it from one of the Force Captain’s bunks.” Adora wanted to make a cheeky comment about why she was sneaking around reading other people’s nasty books, but then Catra bit lightly at her nipple with one of those perfectly sharp fangs and her thoughts exploded into a mess of color and sound without anything coherent. It hurt, but in a delicious way, and she squirmed a little. “You like that?” Catra whispered, her tone full of something dark and hungry, and Adora’s mouth went dry. She nodded, but she also knew she didn’t have to for Catra to know the answer. Her mouth was back to Adora’s nipple now, teasing at her as her hand slid to her other breast and gave it a bit of quick attention before sliding achingly slowly down her torso and tugging at the waistband of her shorts with a few horrible teasing jerks.

In a fluid motion, Catra shifted to shove Adora all way flat on her back, hovering over her with her mouth still paying careful attention to her chest while she slipped her hand into her shorts. Adora gasped softly as she touched her through her underwear, exploring her cautiously through the fabric. It wasn’t enough and Adora ground herself embarrassingly against Catra’s hand, which made Catra purr a little. She’d already been so close when she’d been caught, and it was taking almost nothing to bring her back up to the intensity she’d felt then. Catra was caressing her almost painfully gently through the fabric of her underwear and Adora practically _growled_ , which made Catra purr even more. 

“You’re always so impatient, Adora. If you don’t stop making noise somebody is gonna wake up and see us.” The air was bitingly cold against Adora’s breast, wet from Catra’s mouth, and a shiver ran through her body. “That would be a lot more embarrassing than when _I_ caught you, right?”

Adora knew she was right, and she nodded mutely, making a vow to herself to keep as quiet as she could. If they were caught like this, it would be more humiliating than she could even visualize. Catra continued to infuriatingly tease her through her underwear and even that was enough to have Adora panting, which was somehow more embarrassing than Catra catching her initially. At this point Catra was watching Adora intently and her lips were curved upward into such a sly smile that it took Adora’s breath away.

_’I want to kiss her,’_ Adora thought, her chest tightening inexplicably. She didn’t, though. She stayed still and just looked back at Catra, pushing through the embarrassment so she could watch her eyes. Catra’s pupils were wide and her eyes were half closed. She’d never looked at Adora the way she was right now, and her brain was drawing a blank about what exactly that look meant, but she didn’t get the chance to think about it much before Catra removed her hand from her to push beneath the waistband of her underwear and touch her in earnest. 

Adora had to clamp her hand over her mouth then, to keep from making noise. It was enough to trick her brain into letting her keep quiet, and Catra was still staring directly into her eyes. She looked almost drunk, and she was smiling. Catra wasn’t playing nice, however. She was caressing her slowly, exploring, but absolutely avoiding touching her where she really wanted to be touched, so even now with no cloth in the way it still wasn’t enough. Adora pushed her hips against Catra’s hand, who moved her free hand to clamp down on her hip, holding her in place and shaking her head. Adora felt like she was really, truly going to die. Catra’s hand was shaking, and the way she touched her was clumsy, but she looked so confident that it twisted Adora’s stomach into knots. Their eyes were locked with such an intensity that Adora could barely think, and she was suddenly worried her breathing was so loud it would wake the other cadets sleeping around them. 

When Catra’s hand left her, Adora nearly cried. She felt so frustrated by this point that her entire body was shaking, and Catra smiled at her again, shifting to move under the blanket with her.

“Don’t _worry_ ,” she assured her in a jaunty tone that was so characteristic of Catra that it instantly calmed her. “Didn’t I say I was gonna take care of you? Come on.” 

With that she disappeared from view, and Adora was about to whisper to her to ask her what she was doing when Catra settled herself between Adora’s legs and pressed her hands firmly between her thighs, running up and down them gently. Adora got lost in the warmth of the sensation so much that when Catra pressed her lips to her through her shorts and underwear, she was stunned enough that her body rocked, her hips bucking against Catra, who purred a long soft purr in response. Catra’s tongue was warm even through the two layers of fabric, and Adora twisted her hips around, hands clenching and unclenching desperately. 

“Catra…” she whispered. “… _please_.” 

Catra ran her tongue along Adora’s left inner thigh as she moved a hand to tug Adora’s shorts and underwear to the side. The warmth of Catra’s breath skittered over her skin and made her breath hitch. For a long moment there was only silence, and Adora pulled her bra and shirt down against the onslaught of cold air outside of the blanket. Catra’s mouth was so focused on Adora’s thigh with an infuriating singlemindedness that she was starting to lose her mind. She was trailing her tongue up and down her skin there, only reaching to the gap between crotch and thigh briefly with featherlight licks before retreating back to the expanse of her thigh, and Adora reached a hand down to touch her head lightly through the blanket. 

“… _please_ …” she whimpered quietly, her thighs trembling so much that she was worried she would crush Catra’s head with them. 

There was another soft purr from under the blanket, and Catra rewarded her with a long, earnest lick all the way along her sex. Adora wasn’t expecting that, and she accidentally released a moan. Catra disengaged her mouth immediately. 

“Shut _up_ ,” she growled. “You’re gonna get us caught. Do you have any idea what Shadow Weaver would do to me if she saw us like this?”

Adora didn’t even want to think about that. “Sorry,” she whispered quickly, squeezing Catra gently with her thighs. “I’ll be good, I promise.”

“Oh, I know you will,” Catra replied, and Adora could hear something different in her tone, something absolutely delicious. It made her shudder. This time, she was more prepared for Catra’s tongue, and when she teased at her with it Adora clamped both hands over her mouth to keep quiet. 

Catra was licking her slowly, exploring her with her tongue in the same way she had with her fingers. As her tongue caressed her inquisitively everywhere it could reach, Adora could feel her heart rate increasing to what didn’t even feel like safe levels. It felt good _everywhere_ she licked her, felt good to be explored like this in such a thorough way after the frustration from before. It was hard to believe this was even happening, but it felt too good for Adora to even begin to question it. 

Catra’s tongue was moving so achingly slowly, but this time she wasn’t going out of her way to avoid licking her where she wanted to be stimulated the most. Every time her tongue brushed there Adora shuddered and by the third or fourth time Catra had closed her mouth around her and was kneading her thigh gently with one hand as she worked her with her mouth in a way that made Adora’s entire body feel like it was freezing and burning at once. After all of the teasing and waiting and neediness, it felt so good to finally be feeling such intense and purposeful direct stimulation that her mind was completely blank and all she could think about was Catra. Catra, whose mouth was pleasuring her so furiously that she couldn’t breathe, Catra who was…having sex with her. She was having sex with Catra. It hadn’t really occurred to her before fully, she’d been so out of it that it had barely dawned on her, and now the reality was smacking her in the face so hard that her entire body shuddered and the heat that was building up under Catra’s lips and tongue increased just that much more. 

“Catra…” she whispered into her hands, but she knew Catra heard it. She purred again, and the vibrations threatened to push her over the edge. She whispered her name again, moving her hands away from her mouth just enough to make sure that Catra could hear it. Catra purred again, and Adora’s hips twitched uncontrollably. She whispered her name over and over again, and every time she did Catra’s mouth seemed to grow more insistent, her tongue toying with her like she was trying to tear the world apart. Adora’s hips were moving without her permission, jerking and grinding against Catra’s face as the pleasure built to a level that she didn’t think her body could not take, absolutely could not sustain anymore, there was no way she could possibly…

When Adora came in a shattering wave of heat and pleasure, she clamped her hands hard over her mouth again, squeezing her eyes shut as she shivered uncontrollably, riding the waves of her orgasm until her entire soul felt weak and her sweaty body felt like it was burning up into cinders under a sheen of sweat. Catra was shaking too, she could feel her against her legs, and when she heard her moan low in her throat, the shocks of it traveling against Adora, she knew she must be touching herself, must be coming. That was enough to draw out more sparks of pleasure that Adora didn’t know she had left, stretching her orgasm out to be so ridiculously drawn out she was sure her heart was going to stop. 

When she started to come down, she rested herself back down onto the bed, not even realizing she’d arched up onto her elbows while she came. Catra stayed under the blanket, her tongue still caressing her, but slower now, and when she eventually disengaged her mouth from Adora’s sex, she shivered at the cold air that replaced the heat of her mouth. Catra was still for a while, her cheek resting against Adora’s thigh, and the world felt quiet. When Catra reemerged, her cheeks were flushed brightly and Adora watched her wipe her mouth with the back of her hand in awe. The back of Catra’s hand glistened in a wide area, and Adora’s cheeks burned too. 

Sitting up, Adora stared at Catra. She caught her eye, and Catra cracked a smile and shook her long disheveled hair back. 

“What?” she asked, mismatched eyes fixed probingly on Adora’s. Adora looked away, and then back, her cheeks burning hotter. 

“Catra…”

“Yeah? That’s my name. Spit it out already, Adora. I put so much effort into making sure you could fall asleep, don’t wanna waste it.” There was a smile on her lips despite her harsh words, and Adora could feel her own mouth curving upward too. 

“Can I…do that too?”

“What?” Catra sounded surprised, and her eyes were wide as Adora stared at her earnestly, waiting for her response. Her heart was still pounding from Catra’s ministrations, but her nervousness about this new situation contributed too. For a long moment, Catra just met her eyes, looking almost incredulous, and then looked away quickly, letting out a small ‘pffffft’ sound. “If you want,” she replied, her tone careless, but there was a tremble in her tone. “Do you really wanna lose sleep over that?”

Adora’s eyes widened for a moment in surprise, but then she smiled warmly at Catra, who had looked back at Adora but at that her eyes darted away even faster this time, even more blush breaking out over her cheeks and shoulders. “Of course I do, Catra. I want…I want you to feel good too.” 

“…Oh.” Catra seemed taken aback, and in that moment she looked so soft that Adora just wanted to hold her. Her hair was mussed from crawling around under the blanket and her two toned eyes were wide and unguarded. Adora moved slowly over to her, crawling cautiously in her direction. Catra just watched her, and when Adora was knee to knee with her, she leaned in and kissed Catra’s cheek. Catra bristled, and Adora could see her tail puff up. 

“Sorry,” she whispered, drawing back a little. “What do you want me to do? Is it okay if I do the same things as you or…”

“Here…” Catra’s sounded breathless, and she maneuvered herself into a different position and put her hand on Adora’s cheek, guiding her face to her neck. “Kiss me there, okay? If you want to. You know.”

Grateful for a starting point, Adora pressed her lips to her friend’s neck, trailing gentle kisses down the soft expanse of her neck. Catra’s soft fuzz was more condensed near the crook of her jaw, almost like fur, and as Adora pressed gentle kisses there Catra squirmed a little. Nervous but unwilling to disappoint her, Adora parted her lips and experimentally kissed a little a deeper against where she felt Catra’s pulse jumping. Catra gasped softly but then found control quickly, one of her hands falling to Adora’s knee. Encouraged, and she ran her tongue along the line of her neck and down to her collarbone, dipping into her clavicle and back up to her neck. Catra’s breathing was starting to hitch and she squeezed Adora’s knee insistently a few times, her body starting to shake. 

“More?” Adora asked her softly, and Catra nodded wordlessly. Adora raised a hand to Catra’s side, exploring the skin there and ghosting over the soft wispy hairs that covered the warmth of her body. Catra whined under her breath, and Adora’s concerns that she was moving too slowly were confirmed when Catra lifted her hand to grab Adora’s, guiding it slowly to the rim of her short sleep top. Her hand trembling, Adora worked her fingers under the elastic edge of the garment, seeking out Catra’s breast and starting to caress it lightly. Catra sucked in a breath and tilted her head back, which Adora took as an opportunity to press her lips to her neck again. She seemed to like when Adora kissed over her pulse so she did it over and over again as she explored Catra’s chest, brushing her hair back with her free hand to gain better access. 

Catra was soft and warm there, and her breast felt a little bigger than Adora’s. The fuzz that covered Catra’s body was finer here than anywhere Adora had touched so far and it took her breath away a little to feel her nipple hardening under the light pinching she inflicted on it. It made her heart race. Before long she had both her hands in Catra’s shirt and she was touching both of her breasts at once, trying to pay attention to what made Catra react the most. Catra was going out of her way to keep as quiet as possible, so her reactions were subtle. A little hitch of breath, an extra tremble…Adora tried to pay as much attention to her as possible and to give her everything she wanted. She pushed Catra’s shirt up so she could press kisses to one breast while still caressing the other with her hand. Catra was trembling hard now, and Adora could feel her erratic, fast breaths as her chest moved under her mouth and hand. Catra tasted like soap and sweat and taking her nipple into her mouth made Adora feel dizzy. 

“Adora…” Catra whispered so softly Adora almost didn’t hear it, but it was there. Heartened by it, Adora bit her nipple gently, drawing out a tiny moan that Catra stifled almost immediately. Her free hand slid slowly down Catra’s stomach, trailing over the soft skin and hair to the waistband of her shorts. Catra pushed her hips forward at that and Adora felt bolder, working her hand under the elastic to the warmth of what was underneath. Catra’s underwear were cut a little lower than her own, and the thin band on the top was easy to slide her hand underneath. Catra had a small nest of curls there and her skin below that was warm and soft, little gatherings of thicker fuzz where her thighs and pelvis met. Catra was shaking and her knees her bumping against Adora’s now and again. She wondered if she should help her lie down, but she was loathe to remove her hand when Catra was pushing her hips forward so insistently like this. When she finally slid her fingers between Catra’s folds, she swore softly and clamped a hand down on her shoulder. 

“Adora,” she whispered a second time, more breathless this time, and Adora explored her in earnest, feeling the hot smoothness of her skin and finding her slick with wetness all along the lines of her sex. It was exciting to know it was there because of her, and then it registered fully all over again the reality that she was _having sex with Catra_ and felt like she was going to faint. Catra was trembling wildly now, clutching at her shoulder tightly and kneading it again and again with her claws. Occasionally soft gasps would leave her lips, but nothing too noisy. Adora never thought she would see the day when Catra was better at following rules than she was. 

When Adora found the center of Catra’s pleasure and caressed it, she dug her claws in just briefly, and Adora winced but ignored it, because it meant she was doing well. As she started slowly rubbing the pad of her finger over her, she could feel her heart beating out of control, could feel Catra’s muscles jerking slightly under her touch. She found that in her pursuit of making Catra squirm she had started neglecting her breasts and when she put focus into them again Catra whimpered softly again, pushing her chest and hips into Adora’s hands and mouth in alternating jerky movements. She seemed like she had lost control completely, and Adora liked it. 

She kept up the pace, ignoring the cramping in her wrist and trying to focus on keeping both hands and her mouth in sync with each other and keep making Catra shiver and jerk like she was. There was something so incredible in being able to get her so out of it like this, being able to make her feel good enough that she was just jerking wildly and grabbing helplessly at Adora, at her shoulders and knees and tugging roughly at her shirt in a way that Adora was worried was going to tear it completely. 

It seemed like Catra didn’t know what to do with herself, and Adora moved her mouth from her breast to look up at her. “Do you wanna lie down?” she whispered, and Catra’s eyes, which were squeezed tightly shut, opened and met hers. They were clouded with what Adora thought must be lust and they were still half-lidded, her pupils blown wide and the corners of her eyes wet. 

“Huh?” Catra was out of it, she could tell. 

“Do you wanna lie down? And I could…put my mouth…down there…” she gestured toward Catra’s lower half, and the other girl’s mouth jerked upward into a smile, falling open almost immediately as Adora gave her nipple a light pinch. 

Catra paused, seeming like she was trying to catch her breath. “Why not?” she asked, and it was clear she was trying to sound nonchalant, but her voice was trembling. “Let me just—”

“Here,” Adora said quickly, withdrawing her hand from Catra’s underwear—and earning a whine from Catra—to take her by the shoulder and hand and help her lower herself onto the bed. Seeing Catra there on Adora’s pillow, hair splayed out around her and cheeks flushed, made Adora’s heart speed up. She had never seen anyone look so…beautiful. She’d always thought Catra was beautiful; she was her best friend, after all. But seeing her like this…it was a different kind of beauty, and it cut at her heart in a way she couldn’t explain. She covered Catra with the blanket carefully, and Catra looked like she wanted to make some kind of joke, but she was too far gone for that. 

“Okay, I’m gonna…is that okay?” Adora was sitting on her knees and she gestured in the vague direction of Catra’s legs under the blanket. Catra smiled, her hands resting on either side of her head, and they were clutching at Adora’s pillow. 

“Go for it,” Catra replied in a terrible charade of nonchalance, her chest rising and falling so rapidly Adora was almost worried. 

With Catra’s blessing, Adora slipped under the blanket, crawling awkwardly to position herself between Catra’s legs. As she got comfortable, enjoying the heat of Catra’s legs on either side of her, Adora caressed her a few times on the inner thighs, and Catra squeezed her with them encouragingly. Adora leaned her head forward, placing a kiss over Catra’s shorts, and she felt her jerk a bit. 

“Adora…” Catra whispered, but it was less a breathless, mindless whisper of her name in wonder at the pleasure she was feeling like it had seemed like earlier and more like an urgent command. Adora knew how she felt. She had wanted this just as bad as Catra when she was on the other end, and she intended to make Catra feel as good as possible. With one shaking hand she slowly pulled her shorts and underwear to the side, not wanting to risk actually undressing her when they were in this precarious of a position. 

Under the blanket, Adora couldn’t see much, not like she was sure Catra probably could with her enhanced night vision. It was almost entirely dark, but she could _smell_ Catra. It wasn’t a bad smell, it just smelled…like Catra. Wild and musky, just a hint of sweat from how worked up she was. Adora wiggled forward a little and her nose bumped into Catra’s crotch for her trouble. Nose or not, Catra still reacted, and Adora suppressed a laugh as she lowered her mouth to Catra and experimentally tasted her for the first time. 

Catra’s legs trembled and Adora could hear her let out a sharp breath as she ran her tongue along her folds carefully, curiously. She tasted exactly how she smelled, and it was unexpectedly intoxicating. It wasn’t something Adora had ever really wondered about the taste of before, or had reason to think about, but now that she was doing it, she liked it. As Catra trembled under her tongue Adora explored her clumsily in the darkness, tasting her skin, her wetness, dipping her tongue down to its source and licking Catra a little there, which made her kick one leg a little and make a small, muffled sound. Adora wondered if she was biting her fingers. She swirled her tongue there as many times as she could until she felt dizzy, feeling Catra’s entrance fluttering around her tongue as she squeezed her with her thighs over and over. 

“Adora…” Catra muttered again, muffled like before, and she sounded…desperate. Almost like she was begging. Adora had never heard her sound like that before, and she began to explore her with her tongue again, tasting the wetness that she had created all the way up until she found the spot that made Catra’s hips jerk hard when she licked it. It felt different beneath her tongue than under her finger, so she wouldn’t have known what it was she was licking if it weren’t for Catra’s very explicit reaction. She kept her tongue centered there, caressing it over and over as Catra started to move her hips against her face. It was difficult to breathe like this, but Adora was too excited to care. 

Catra was squirming in such a delicious way that Adora’s heart was hammering in her chest and making her ears ring. Everything around her seemed to disappear except for the smell and feel of Catra against her mouth. Catra was squeezing and releasing her thighs on either side of her, like she was trying to draw her in even further. Adora closed her mouth around the bud under her tongue like Catra had done to her and Catra whimpered, her hips moving mindlessly with no rhythm rhyme or reason as Adora focused every bit of attention she had on making her feel good with a singlemindedness she normally only ever directed at training. All she could think about in the world was making Catra come. It was the only idea that existed at all, it occupied every solitary thought in her head and her mouth worked with all the diligence that such a driven goal was able to muster. Adora was nothing if not driven in any situation, and it was almost with a kind of madness that she was driven toward her current goal, working so desperately at Catra’s most intimate spot with her mouth that her jaw and tongue were starting to feel strained.

“Adora…” Catra whispered it again, but this time she sounded lost in the moment, desperate but not impatient…needy in a way that made Adora sure she was getting close. She focused on the taste of her, the feeling of her in her mouth and under her tongue that was so foreign and so incredible that she saw stars, and before she even knew what was happening she was coming again herself, pressing and rubbing herself into the bed underneath her with a hoarse moan that she was worried was a little too loud as she frantically pleasured Catra.

She knew Catra definitely heard her, and as the moan tore from her throat Catra shuddered, her thighs clamping down around Adora hard as she breathed heavier than ever, her hips twitching out of control and her soft muffled sounds coming from around the fingers that were probably still stuffed in her mouth. It was a little humbling to think that maybe her own moan was what pushed Catra over the edge, and as they came together, Catra shaking and pressing up against her mouth in a way that made the aftershocks of her own orgasm blast through her body like electricity and fire, Adora worked on her mouth on her with all she had until Catra went limp against the bed and swore quietly. 

For a few moments, Adora just kept licking at her gently until it started to feel superfluous, and then she relinquished her duty and caught her breath, wiping her mouth on the blanket. Her face really was a mess, covered in her own spit and Catra’s wetness and it had smeared all the way up to her nose. She made a mental note to make sure she washed this blanket. There was a stillness, an expansive quiet that stretched between them until finally Adora sat up on her elbows and crawled out from under the blanket, coming to rest beside Catra as she sat up. For a long time neither of them said anything. 

“Wow,” Adora said finally in a whisper, breaking the silence and making Catra glance over at her quizzically. Her shirt was still pushed up and Adora had to make a solid effort to avoid looking at her chest. It was a relief when she finally pushed it back down and adjusted her shorts, moving to sit with her legs pulled up to her chest. 

“Yeah,” She replied finally, simply. Neither of them spoke for a long time, and when Adora did speak again it was with purpose. 

“Can we…do that again?”

“What, you mean right now? God Adora you really are a pervert aren’t you?”

“No! I mean…I don’t mean right now. I mean some other time. I liked it. It felt…good. I felt…close to you.” With the words she emphasized them by reaching out to touch Catra’s cheek, cupping it in a gentle and chaste touch in great contrast to how she had touched her just moments ago. She didn’t really know exactly how to articulate what she was talking about, but Catra bristled when she said it, inexplicably, and Adora raised an eyebrow. “What’s wrong? Your fur’s standing up.” 

“No it isn’t!” Catra argued, baring her teeth, and Adora shrank back just a bit. 

“Catra, what’s wrong? Did I do something? Please just—”

“We can’t do that again, okay? Not ever! So just leave me alone.”

“Why? Catra, what did I do? Why did you—”

“It’s because you don’t…ugh. Never mind. It doesn’t matter.”

“It matters to me, Catra. I don’t understand what I did wrong, I…”

“You didn’t do anything wrong. You never do, right? You’re so… _perfect_ all the time!”

“What? Catra—”

“Just go to sleep, Adora. You need it. You’re gonna be Force Captain soon, remember?” 

“Come on Catra. Don’t…” she didn’t know what to say. Everything had taken such a turn so quickly, and she was sitting here with the taste of Catra still all over her mouth with everything going so, so wrong. She didn’t understand what she’d done to make Catra so angry, but clearly she was. 

“Don’t…tell me what to do.” Catra moved to the end of the bed and curled up with a scowl on her face. Adora reached out to her, but she bristled. She withdrew her hand, but then reached out again, and this time Catra didn’t move, so she squeezed her shoulder.

“I’m sorry, Catra,” Adora told her pointedly, moving to lie at the end of the bed too. Catra turned her eyes away from her but Adora pushed closer, moving her face right up to hers, so Catra couldn’t avoid her anymore. “We don’t have to do that again, I didn’t mean to—”

“It’s fine. It’s whatever.” Catra told her, her voice gentler now, and Adora beamed. She pressed her forehead to hers, and Catra’s eyes widened, but she didn’t pull away. Catra met her eyes for a long moment, and then she blinked at her, very slowly, and Adora’s heart swelled. She returned the gesture, and Catra looked surprised, but then did it again, and Adora returned. Cautiously, Catra pressed the tip of her nose to Adora’s, and Adora reached out and cupped her cheek again. They drifted off to sleep like that, Adora’s tension left behind like the blankets that were kicked up under her feet. 

It wasn’t until the next time they made love, after the fall of Horde Prime and in the softness and safety of the fragrant bed in the palace of Bright Moon that Adora understood why Catra had been upset, and after three long years it was so absurd that she couldn’t stop laughing. Catra pressed her for answers about her strange outburst, still naked from their activities only ten or so minutes ago, and Adora couldn’t answer properly, just choked out a few ‘sorry’s and smushed her forehead to hers.

“I’ve always loved you too, you know,” she told her simply as an answer, not wanting to bring up the past, not on that night, and if Catra understood, she showed no inkling of a crack to her composure. She just threw a pillow at Adora’s head, called her an idiot, and purred receptively when Adora pulled her into a tight embrace.

This time, in their afterglow, no one slept at the end of the bed, and this time Catra was up against her chest. This time there was no distance between them, no unspoken confusion or pain, and Catra’s tail wasn’t puffed at all. 

This time, they fell asleep holding each other, and as Adora drifted off enjoying the scent of her girlfriend’s hair, she swore it wasn’t just Catra who was purring.

**Author's Note:**

> I hope there weren't too many mistakes! I wrote this in one sitting just totally balls to the wall, just absolutely went nuts and wrote it with no breaks and no beta and I only read through it once. I have a lot of fics I wanna write about these two so I'm sure this won't be the last you'll see of me wink wonk.


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